Common use of Additional Call Option Clause in Contracts

Additional Call Option. Post the Closing Date and/or after exercise of the Second Tranche Call Option, the Investor shall have the option at their sole discretion, at any time, to require the Promoter to transfer the balance shares held by him in the Company (Balance Shares) in the manner as provided below. The Investor may be required to obtain the prior approval of the Reserve Bank of India as a condition precedent to the exercise of the Additional Call Option in accordance with applicable Law: (a) Swap Option: (i) The Investor may acquire additional 25% (twenty fifty percent) of the total share capital of the Company on a Fully Diluted Basis excluding the Subscription Securities (Swap Shares) the consideration for which shall be the allotment of shares of the Investor, the swap ratio for which shall be as set out below. Swap Ratio: Enterprise value of the Investor being 14 (fourteen) times Financial Year 2021 EBIDTA of the Investor, and the enterprise value of the Company being 11 times Financial Year 2021 EBIDTA, as audited and due diligenced by the Investor. For the purposes of this Clause the EBIDTA of the Company for the Financial Year 2021 is INR 28,60,00,000 (Rupees Twenty-Eight Crores Sixty Lakhs) (Estimated EBIDTA), subject to adjustment as mentioned below and the EBIDTA of Investor for the Financial Year 2021 is INR 63,00,00,000 (Rupees Sixty Three Crores). After exercise of the Swap Option, the Promoter shall hold a total of 52,771 (Fifty Two Thousand Seven Hundred Seventy One) equity shares of the Investor (adjusted for any splits, bonus or other corporate reorganisations), translating to 6.4% of the share capital of the Investor as on the Execution Date on a fully diluted basis (Promoter Target Shareholding), excluding 32,464 (Thirty-Two Thousand Four Hundred and Sixty- Four) Equity Shares as part under Investor’s employee stock option scheme (Investor ESOP) of the Investor. Investor represents that save and except (a) as a result of the vesting of 32,464 (Thirty-Two Thousand Four Hundred and Sixty-Four) equity shares which are part of the Investor’s ESOP, and (b) any future share allotments (by way of fresh infusion of funds into the Investor) post Execution Date, the Promoter Target Shareholding shall not be diluted. The Swap Option is only available with the Investor till 31 December 2023. The Swap Ratio and the valuation proposed as above, will be valid if the Swap Option is completed on or before 31st March 2022, post which, the Parties will mutually agree on the Swap Ratio and valuation thereof will be based on EBIDTA trailing 12 (twelve) months immediately before such option is exercised. (ii) Provided that, in the event of filing of the draft red ▇▇▇▇▇▇▇ prospectus by the Investor in relation to the listing of its shares with the relevant stock exchange prior to the exercise of the Swap Option, then such Swap Shares held by the Promoter, shall compulsorily get swapped with the shares in the Investor at the Swap Ratio before filing of the red ▇▇▇▇▇▇▇ prospectus.